Actions Requiring Unanimous Consent. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, the Board of Managers or any Person on behalf of the Company, neither the Company, the Members, the Board of Managers nor any other Person on behalf of the Company will, without the written consent of 100% of the Members, do any of the following:
(i) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer the Company's properties and assets substantially as an entirety to any entity; or
(ii) institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of the Company's property, or make any assignment for the benefit of creditors, or admit in writing the Company's inability to pay the Company's debts generally as they become due, or take corporate action in furtherance of any such action.
Actions Requiring Unanimous Consent. The following actions will require the unanimous consent of all Members:
Actions Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement or any provision of law that otherwise so empowers the LLC, the Member, the Managing Member, any Officer or any other Person, for so long as any indebtedness remains outstanding under the Loan or the Lender has any obligation to extend credit under the Loan Documents, neither the Member, the Managing Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the LLC, without the prior unanimous written consent and approval of the Managing Member and all of the Independent Managers, to take any of the following actions with respect to the LLC, provided, however, that the Managing Member may not vote on, or authorize the taking of, any such action with respect to the LLC unless there are at least two (2) Independent Managers then serving in such capacity:
(a) a Bankruptcy Action;
(b) to the fullest extent permitted by law, dissolve, liquidate, consolidate, merge or sell all or substantially all of the LLC’s assets; or
(c) amend the Certificate of Formation or the limited liability company agreement of the LLC. Quill Equity LLC Amended and Restated Limited Liability Company Agreement
Actions Requiring Unanimous Consent. Notwithstanding any other requirement set forth herein or the Articles of Incorporation of the Company, the Parties expressly agree that a unanimous vote of all of the directors of the Company who form a quorum of Directors convened to discuss such issues, after due notice, shall be obtained before any of the following actions shall be taken by the Company:
(a) the appointment of any new or replacement Directors of the Company; (b) the issuance of any shares, or of any warrants or debentures, options or rights in or to shares of the common or other capital stock of the Company; (c) any pledge, mortgage, sale, lease or other transfer, except in normal course of business or as part of a complete dissolution or winding up, or any material portion of its business; (d) any merger, consolidation or amalgamation with or into another company or corporation; (e) any change to, or the conduct of any business outside, the general business of the Company; (f) the incurring of any indebtedness to any third person or entity for borrowed funds or for the deferred purchase price of purchased goods, or any other indebtedness of any kind, except as otherwise permitted herein; (g) the extension of credit to any one debtor in an amount exceeding US$10,000 or its equivalent in another currency; (h) the agreement of the Company to waive or not enforce any rights it may have under any agreements, or in respect of transactions to which it may be a party; (i) the adoption of any dividend policy calling for the payment of dividends greater than the amounts required to meet the objectives of this Agreement, or any departure from the dividend policies set forth herein or in any of the Articles of Incorporation; provided, however, that the Board of Directors may establish the initial dividend policy consistent with the terms of this Agreement; or 0) any change in the outside auditors of the Company.
Actions Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement or any provision of law that otherwise so empowers the LLC, the Member, the Managing Member, any Officer or any other Person, for so long as any indebtedness remains outstanding under the Mezzanine Loan, neither the Member, the Managing Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the LLC, without the prior unanimous written consent and approval of the Managing Member and all of the Independent Managers, to take any of the following actions with respect to the LLC provided, however, that the Managing Member may not vote on, or authorize the taking of, any such action with respect to the LLC unless there are at least two (2) Independent Managers then serving in such capacity:
(a) a Bankruptcy Action;
(b) to the fullest extent permitted by law, dissolve, liquidate, consolidate, merge or sell all or substantially all of the LLC’s assets; or
(c) amend the Certificate of Formation or the limited liability company agreement of the LLC.
Actions Requiring Unanimous Consent. Notwithstanding any other requirement set forth herein or in any of the other Ancillary Agreements, the Parties expressly agree that a unanimous vote of all of the Managers of the Company shall be obtained before any of the following actions shall be taken by the Company:
(a) The formation of any subsidiary; (b) The issuance of any Shares or of any interest in any corporation or other legal entity, or the creation of any partnership or other legal entity of which it will be a partner, member, or similar participant; (c) The issuance of any Shares, or of any warrants or debentures, options or rights in or to Shares of the common or other capital stock of the Company, other than the Shares issued to the Parties at the Closing; (d) The acquisition or disposition, other than in the ordinary course of business, of assets having a value in excess of five percent (5%) of the Company's assets; (e) The making of any unbudgeted capital expenditure in excess of Ten Thousand Dollars ($10,000) or its equivalent in another currency; 17 <PAGE>
(f) Any pledge, mortgage, sale, lease or other transfer, except in normal course of business or as part of a complete dissolution or winding up, of any material portion of its assets or business;
(g) The execution of any contract, the performance of which would (i) entail expenditures in excess of Twenty Thousand Dollars ($20,000) or its equivalent in another currency or (ii) require a period of more than six months (6) months; (h) The extension of credit to any one debtor in an amount exceeding Five Thousand Dollars ($5,000) or its equivalent in another currency; (i) Any change in the accounting methods or procedures applicable to the Company; (j) Set an employee's salary, bonus other compensation collectively exceeding Twenty-Five Thousand Dollars ($25,000); (k) Payment of compensation to non-employees, including, but not limited to, consultants, independent contractors, finder, and brokers in excess of $1,000 per month; (l) Engage in major public relations activities, such as press releases, announcements to associations, and to other companies, other than in the normal course of sales promotions; (m) Appoint or discharge the Company's auditing firm; (n) Make loans to employees; (o) Approve annual and long term budgeting, including capital expenditures, financing, and cash flow; (p) Posses Company property, or assign Company rights in specific property, for other than a Company purpose; (q) Add or remove key products from the Co...
Actions Requiring Unanimous Consent. Unless otherwise agreed by the Parties, resolutions involving the following matters may only be adopted at a duly constituted and convened meeting of the Board by the unanimous approval of all five (5) Directors, whether in person or by proxy:
(a) amendment to this Contract, the Articles of Association of the Company;
(b) increase or reduction of the Company’s registered capital, or issuance of debt, equity or equity-linked securities by the Company;
(c) sale of all or substantively all of assets of the Company;
(d) termination or dissolution of the Company;
(e) merging of the Company with other economic organization or splitting of the Company;
(f) effecting any voluntary bankruptcy, liquidation, dissolution, assignment for the benefit of creditors, winding up, cessation of business, restructuring or reorganization of the Company;
(g) creation or issuance of any equity securities of the Company;
(h) adopt or amend the Company’s option or compensation plan, if such plan affects the capital structure of the Company;
(i) incurrence of any debt, guarantees or liens by the Company in excess of US$1,000,000.
Actions Requiring Unanimous Consent. Notwithstanding the powers of the Managing Member or the Executive Committee set forth in this ARTICLE 6, without the consent of all of the Members, neither the Managing Member nor the Executive Committee shall have the right or power to do any of the following:
Actions Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement or any provision of law that otherwise so empowers the LLC, the Member, the Managing Member, any Officer or any other Person, for so long as any indebtedness remains outstanding under the Loan or the Lender has any obligation to extend Rhino Equity LLC Amended and Restated Limited Liability Company Agreement credit under the Loan Documents, neither the Member, the Managing Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the LLC, without the prior unanimous written consent and approval of the Managing Member and all of the Independent Managers, to take any of the following actions with respect to the LLC, provided, however, that the Managing Member may not vote on, or authorize the taking of, any such action with respect to the LLC unless there are at least two (2) Independent Managers then serving in such capacity:
(a) a Bankruptcy Action;
(b) to the fullest extent permitted by law, dissolve, liquidate, consolidate, merge or sell all or substantially all of the LLC’s assets; or
(c) amend the Certificate of Formation or the limited liability company agreement of the LLC.
Actions Requiring Unanimous Consent. 29 6.8 Powers of the Board. . . . . . . . . . . . . . . . . . . . . . 31 6.9 Operation of Company in Accordance with REIT Requirements. . .
